SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Velodyne Lidar, Inc. [ VLDR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 09/29/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/08/2021 | M | 110,168(1) | A | $0.00 | 59,880,692(2) | D | |||
Common Stock | 03/08/2021 | M | 338,765(10) | A | $0.00 | 6,274,630(3) | I | By wife |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (4) | 03/08/2021 | M | 110,168 | (4) | (4) | Common Stock | 220,336 | $0.00 | 110,168 | D | ||||
Restricted Stock Unit | (5) | 09/29/2020 | A | 73,445 | (5) | (5) | Common Stock | 73,445 | $0.00 | 73,445 | I | By wife | |||
Restricted Stock Unit | (5) | 03/08/2021 | M | 73,445 | (5) | (5) | Common Stock | 73,445 | $0.00 | 0 | I | By wife | |||
Restricted Stock Unit | (6) | 09/29/2020 | A | 220,336 | (6) | (6) | Common Stock | 220,336 | $0.00 | 220,336 | I | By wife | |||
Restricted Stock Unit | (6) | 03/08/2021 | M | 220,336 | (6) | (6) | Common Stock | 220,336 | $0.00 | 0 | I | By wife | |||
Restricted Stock Unit | (7) | 09/29/2020 | A | 102,823 | (7) | (7) | Common Stock | 102,823 | $0.00 | 102,823 | I | By wife | |||
Restricted Stock Unit | (7) | 03/08/2021 | M | 44,984 | (7) | (7) | Common Stock | 102,823 | $0.00 | 57,839 | I | By wife | |||
Restricted Stock Unit | (8) | 09/29/2020 | A | 117,512 | (8) | (8) | Common Stock | 117,512 | $0.00 | 117,512 | I | By wife | |||
Restricted Stock Unit | (9) | 09/29/2020 | A | 7,793 | (9) | (9) | Common Stock | 7,793 | $0.00 | 7,793 | I | By wife |
Explanation of Responses: |
1. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on March 8, 2021. |
2. The Reporting Person received shares of common stock in connection with the merger described in that certain Agreement and Plan of Merger, dated as of July 2, 2020 (the "Merger"), and amended on August 20, 2020, by and among Graf Industrial Corp., a Delaware corporation now known as Velodyne Lidar, Inc. ("New Velodyne"), VL Mergear Sub Inc., a Delaware corporation, and Velodyne Lidar, Inc., a Delaware corporation now known as Velodyne Lidar USA, Inc. |
3. Represents shares held by the Reporting Person's wife, Marta Thoma Hall. |
4. The Reporting Person received RSUs in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the remaining RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of February 22, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. |
5. The Reporting Person's wife, Marta Thoma Hall, received RSUs in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person's wife remains or, as applicable, remained in continuous service through the one-year anniversary of March 23, 2016 and with respect to 6.25% of the RSUs when the Reporting Person's wife completes or, as applicable, completed each three (3) months of continuous service thereafter. These RSUs were inadvertently excluded in prior filings. |
6. The Reporting Person's wife received RSUs in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 23, 2016 and with respect to 6.25% of the RSUs when the Reporting Person's wife completes or, as applicable, completed each three (3) months of continuous service thereafter. These RSUs were inadvertently excluded in prior filings. |
7. The Reporting Person's wife received RSUs in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person's wife remains or, as applicable, remained in continuous service through the one-year anniversary of February 22, 2019 and with respect to 6.25% of the RSUs when the Reporting Person's wife completes or, as applicable, completed each three (3) months of continuous service thereafter. These RSUs were inadvertently excluded in prior filings. |
8. The Reporting Person's wife received RSUs in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person's wife remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to 6.25% of the RSUs when the Reporting Person's wife completes or, as applicable, completed each three (3) months of continuous service thereafter. These RSUs were inadvertently excluded in prior filings. |
9. The Reporting Person's wife received RSUs in connection with the Merger. Subject to the satisfaction of a service-based requirement, each RSU represents the right to receive one share of common stock. The service-based requirement will be satisfied with respect to 100% of the RSUs if the Reporting Person's wife remains in continuous service through March 29, 2021. These RSUs were inadvertently excluded in prior filings. |
10. The Reporting Person's wife was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on March 8, 2021. |
/s/ Karen Skelton, Attorney-in-Fact | 03/10/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |